Up The Wall
by ChocolateCookieCream
Summary: On her way to visit Miles, Gwen ends up saving Mary-Jane from a group of muggers. The two begin to share some small talk and realize there's some tension that they need to get off each other's chest. PWP. G!P Gwen x Mary Jane. Intersex Gwen. Very M-rated.


Swinging across the city, Gwen couldn't help but admire the lights that gleamed under the night sky.

This universe was different from hers, yet similar in so many ways. There would be a few times where she would do a double take when catching the faintest glimpse of a familiar product placement or building. She had been back and forth between universes to visit Miles and the other wacky members of the spider family a few times now, yet the experience was still something that rattled her brain. Even with her time being a crime-fighting superhero, she didn't expect her world to become so much bigger. Yet, despite all of this, and despite making some amazing new friends from across the multiverse, something felt missing. She couldn't pinpoint it exactly though.

Her thoughts were interrupted by her spider senses tingling, Gwen shifted course and headed for the source of the commotion. Something was happening in one of the city's many alleyways, away from the bustling streets and crowds.

Diving down, her enhanced senses were easily able to pick up what was going on before she even landed on the ground. A woman was being confronted by a group of 5 larger men. They stalked her and surrounded her like she was their prey. They were edging closer to her, giving her no space to run.

Gwen swung into action, literally.

She landed right on top of one of the thugs, knocking him out instantly. The others turned in shock, hardly expected a hooded superhero in a white spider-motif to take them by surprise. They brought out their knives to try and intimidate her.

''Oh, how original,'' Gwen said sarcastically. With a flick of her wrists, she fired a few strands of webs and yanked the knives out of their hands before they could blink.

Gwen had to give them some credit, they still didn't back down. They charged at her with punches and kicks, but she easily evaded them all. She was forced to hold back, careful to not let her super strength break anything that didn't need to be broken. As much as she wanted to show them for picking on the woman hiding a few feet away, she knew that if she lost control, she could snap them in half without much effort.

Not even a minute had passed before all the thugs were battered and bruised on the ground, unconscious and no longer a threat.

Gwen felt herself ease knowing that the danger had been taken care of. She looked over at the woman patting herself clean and trying to stand. Gwen leapt onto the building right next to the woman, created a small line of web and lowered herself down. While she was upside down, it was easy for her to help and was the best position to give her a head start if she needed to make a hasty retreat.

''Ma'am, you're safe now.'' Gwen said, offering her hand and helping the woman up. She accepted the help and stood up until the two of them were face to face. That's when Gwen's eyes widened. ''Oh, you're...''

''Yeah, I get recognized a lot these days.'' Mary Jane admitted, brushing a strand of red hair away from her face. Despite the tense situation she had found herself in a moment ago, she forced a smile. ''And what do I call you?''

''Uh...you can call me Spider Woman.'' Gwen gulped. She hadn't given it much thought, but the Mary Jane of this universe was beautiful beyond words. Not that the MJ of her own universe wasn't unattractive, not by any means. However, this MJ was older, with a real sense of maturity around her. Gwen had to guess she was in her 30's. At most, maybe twice Gwen's late teens.

Still staring, MJ cleared her throat to speak. ''I'm glad you showed up when you did.''

''Just luck. I'm visiting a friend, long distance...long, long distance. So I was in the neighbourhood.'' Sadness flickered over MJ's face momentarily, catching Gwen off guard. ''Are you sure you're alright?''

MJ nodded. ''Yes...it's just that Peter used to say that.''

Gwen sighed sadly. ''I'm so sorry. I know what it's like to lose...'' She hesitated. ''To lose someone close.''

''Thank you.'' MJ threw that radiant smile of hers. ''You'd think I would learn by now. Walking down dark alleys in the middle of the night. Not a wise move.''

''You shouldn't blame yourself. It's a pretty low standard we have to set if we can't even walk home without feeling safe, or feeling the need to have a superhero protect us.''

MJ's smile grew. ''Very true. Thank you again, Spider Woman. It's nice to know there are still people out there willing to help.''

''Always happy to help.'' Gwen was finding it difficult to breathe the longer she stared at the redhead in front of her. She silently cursed herself for getting into this position. Their faces were so close. While Gwen did have a mask on, it still didn't stop her from catching the faint scent of MJ's perfume, or the sharp exhales she was giving off from the danger that had passed. Because of this, Gwen started to feel a bit of tension growing between her legs. She tried to hold it together, not sure how the MJ of this universe would react to a Spider Woman who also happened to be Intersex and be sporting a penis that lengthened to double digits in inches.

Who would have thought a radioactive spider bite could do so much?

Hoping to change the subject, Gwen readjusted herself. ''Hey, I don't mind escorting you home if you'd like?''

''Oh, I don't want to distract you. You said you have a long distance boyfriend to get to.'' MJ said, taking a small step closer.

Gwen's throat hitched at the action. Her hands were getting sweaty as she held onto the web that still kept her hung upside down. ''Oh, we're not...it's not like that. I don't have a boyfriend. I don't even have a girlfriend. I mean, not that...you're...you're not distracting me. You are, but in a good way, wait, that's not what I meant.''

Gwen's thoughts were running wild. What am I doing? I'm hopeless. What would Miles do in this situation?

''Hey.''

I can't believe I just said that.

Losing her grip, Gwen ended up sliding down more than she intended to. While she didn't let go of the web or crash to the ground like the idiot she believed herself to be in that moment, her body had been lowered far enough until MJ was staring directly at the very noticeable bulge growing underneath her costume between her legs. Panicked, Gwen quickly hoisted herself back up and was certain that she was blushing right through her maks, especially when she noticed the faint bit of red on MJ's face, matching her hair.

''I'm so sorry.'' Gwen cringed. ''I'm going now.''

''No, don't!'' MJ quickly stopped her, stepping forward until the gap between them had closed and her hands were placed on the top of Gwen's arms, holding her in position so that she could look directly at her. ''I can tell you're nervous. But I don't want you to go yet. It's nice to have someone to talk with who...has a basic concept of what my life is like.''

Gwen felt more at ease knowing that MJ didn't have a problem with her body. However, the superhero had a new problem. MJ's face was so close to her own, and it was leaving her feeling too excited for comfort. For a split second, she was afraid that her cock would rip right out of her suit, but she tried to keep calm, only wanting to focus on comforting the redhead. ''Listen, you're not as only as you think. I know that sometimes it feels that way. But there are many out there who can always offer a helping hand or shoulder to cry on. And...I may not be from around her, or come as often as I would like, but I've always got your back if you need it.''

''Thank you. That's sweet.''

''Trust me, I know what it's like to feel alone.''

MJ's eyes flicked back up Gwen's body then back down to her face. ''I hope no one treats you badly just because of...''

''Oh no, no one else knows. Except for my family of course. I'm not talking about the Spider Woman thing, I mean my...uh...''

MJ nodded, not wanting Gwen to say it out loud if she was uncomfortable.

Gwen continued. ''Sometimes it's rough. When I'm behind the mask, I can't tell people about it out of fear for their safety. As myself, normal girl going to college, I can't tell people about me out of fear for my own safety.''

It was only partly the truth. With her abilities, she didn't have to worry too much about bullies hurting her. Yet, it didn't stop the hurt she feared would be inflicted on her emotionally if people treated her differently even without being Spider Woman.

''I've also got your back if you ever need it,'' MJ said, gazing at Gwen with eyes full of care and concern.

The two stared at each other for seconds without saying another word. Gwen continued to dangle from her web, upside down with her face level with MJ's. Slowly, a tender hand reached for the hem of Gwen's mask. It was slowly peeled down to expose only her lips. Her breathing was becoming ragged and quick. She didn't need spider-sense to know what was about to happen. MJ's fingers brushed against Gwen's face as she kissed her the way only a Spider-Woman could be kissed. Their lips met, upside-down and a little awkward at first, but Gwen wasn't bothered by her clumsiness at all, as she enjoyed this fantasy kiss. It was passionate, growing with desire with every second. She gasped when she felt MJ's tongue enter her mouth, sliding against her own tongue.

Their lips finally broke away from the heated kiss after what felt like a good five minutes. Gwen couldn't stop herself from smiling.

It seemed to be infectious, as MJ smiled brightly too. ''Was that your first kiss?''

''First one like that.'' She said. Her blush could probably now be seen by MJ with the bottom part of her face revealed, but she didn't care anymore. ''Was...was I good?''

''Yes.'' MJ's smile slowly disappeared. ''I've missed this. I wish I could feel this way again.''

''We could...'' Gwen muttered under her breath.

Catching what she said, MJ sighed. ''No, that's not fair on you. I don't want to make you think I'm using you...''

''You're not.'' Gwen interrupted. ''We can make this moment just about us. I want to.''

''I do too.''

''Then...if you want to, and I want to...then we should too...two...us two. I'm sorry I'm so terrible at this.''

MJ broke out into a small laugh. ''No you're not.'' Something in her eyes seemed to change, and when her smile returned, Gwen couldn't help notice it's more sultry nature. ''Do you mind doing what you did before?''

Gwen dangled there confusedly for a moment, until MJ pointed her finger downwards. The superhero's grasp almost slipped when she realized what MJ was implying. ''Oh...okay.''

MJ's hands reached up along Gwen's body feeling the toned muscles beneath her suit. With her body shaking slightly, Gwen obliged with MJ's request, slowing easing her way down until MJ was eye-to-eye with the bulge in his pants. To Gwen's shock and secret delight, she heard MJ purr. The redhead pulled Gwen's pants up, slowly exposing more and more flesh until her hard, aching cock flopped out, nearly slapping her in the cheek as it pointed down to the ground thanks to gravity, almost hitting her lips. MJ gazed at Gwen's member with wide eyes. ''I'm sorry if I'm speaking ill here, but how has no one else noticed you?''

Gwen shuddered. ''I don't tend to react this much to a person.''

''So I'm doing this to you?''

Gwen could only nod as MJ's hand gripped her base. MJ took a moment to marvel at the length and girth. She had to guess that Gwen was around the same size as Peter, perhaps slightly smaller, but she was younger so she might grow out more in later years. The thought excited her. Finally, she leaned forward, her tongue slid out of her mouth, pressing to Gwen's tip and licking all the way down along the underside of her cock. She spent the first portion of the blowjob merely teasing Gwen, working her tongue up and down to get a better sense of Gwen's size.

Her soft lips wrapped around the head and she began to suck hard. As Gwen moaned in delight, MJ was rewarded with a dribble of precum onto her waiting tongue as her hand ran back and forth along the shaft, rubbing all her saliva on her length. She started sucking more firmly and stroking harder. Her other hand grabbed Gwen's thigh, holding tightly onto her as she started to take more of the superhero's cock down her throat. With Gwen's position, it was actually a bit easier for her to take more of the immense size until she was beginning to gag. Another happenstance was whenever Gwen's hips thrust forward, the superhero's large balls slapping MJ's face each time she bobbed her lips up and down the shaft. She could feel Gwen try to adjust her body to prevent this, but MJ encouraged her by deepthroating her more, holding her face close before pulling out and then messily sucking on each of Gwen's balls, earning a louder moan from the superhero.

''This feels amazing.'' Gwen's fingers crept up beneath her shirt, the firm tips of her gloves gliding over her soft skin until she was able to grab and caress MJ's large breasts. Feeling MJ's wet, warm mouth wrapped around her cock, she couldn't resist pinching MJ's nipples, causing the redhead to moan on her member, enhancing the pleasure for both of them.

Mary Jane threw her all behind going at her. She went at her as hard and fast as she could, bobbing her head along her cock while her hand pumped and gripped tightly, a sloppy and wet affair that worked over every last inch of flesh. She was egged on by Gwen's touch, by the hands reaching up and groping her breasts, squeezing and kneading them through the gloves of her costume. It made her moan around the throbbing dick in her mouth and push down deeper, eyes lidding as she threw her all into getting her off.

It felt like MJ's throat was being stretched out by Gwen's cock. She happily took her down, slurping on her cock. She didn't stop choking, the wet and noisy sounds of her struggles driving Gwen further up the wall with delight. MJ's fingers tightened into Gwen's thighs as her blowjob grew quicker and louder. Her lips moved quickly, she tried to suck her down just a little bit deeper, deepthroating the superhero again and again. Gwen couldn't believe how well MJ was handling her size. Then again, MJ was proving to be very experienced in this position.

Gwen's cock was throbbing within MJ's throat as she slurped her down, and Gwen could not get over how gorgeous she looked as she deepthroated her. As Gwen continued to play with MJ's breasts, she witnessed the spit and gloss dripping down MJ's chin and falling into her cleavage, the exposed breasts receiving some glistening wetness that she couldn't keep her eyes off of.

''I love choking on your big cock!'' MJ suddenly said, startling Gwen. She didn't expect to hear dirty talk from the redhead, but that only seemed to heighten the pleasure for them both. Gwen slammed her hips forward and hammered MJ's throat. Her knees were weakening as her feet now held tightly onto the web that held her upright. Her hands were still hard at working pinching and rubbing MJ's perky nipples, loving the way the further arousal made her blowjob even more feverish.

She was absolutely gone by that point. Gwen could feel her orgasm fast approaching. ''MJ, I'm going to cum.''

To her amazement, MJ showed no sign of hesitation. She pulled away gasping for air as she grabbed hold of Gwen cock, giving her a rapid handjob. Gwen grunted one last time, rolling forward a little as her cock erupted. Thick shots of cum splattered onto MJ's face, leaving her moaning and shuddering in delight as she took the massive facial, smiling as Gwen painted her face with cum, particularly her glossy lips, but plenty more splashing along her neck and down onto the tops of her tits, making her moan in delight.

Gwen was left dangling, panting heavily as she took in the sight before her. MJ was standing before her, her face drenched in her cum and down her cleavage, only partially hidden by her scruffed shirt. After a moment of silence between them, MJ seemed to be overcome with embarrassment as her face turned red. ''I'm so sorry. I got carried away there at the end. I ruined the moment didn't I?''

''You're hot.'' Gwen said breathlessly. ''Did I say that out loud?''

Finally, Gwen lost her grip on the web and came crashing down onto the ground in a heap, startling MJ. ''Are you okay?'' She asked, hurrying over to help the superhero.

''Yeah,'' Gwen groaned as she was helped to her feet. Thankfully, her mask remained on, only revealing her lips and the bottom half of her red cheeks. ''to be honest, I'm surprised I lasted as long as I did.''

''I'm sorry. I didn't know if you like dirty talk, and it just came out. I've done this before and I'm not sure if you have, but I missed it so much I just wanted to capture that feeling again and I shouldn't have put you through that. If you're not comfortable with-''

MJ was cut off as Gwen took a step forward and kissed her, pressing her body against MJ's slender one. And Gwen didn't stop there. Her arm sneaked behind MJ's rear, going straight for her ass, squeezing it firmly through MJ's jeans. Gwen and MJ moaned in each other's mouths at the wonderful feeling.

"I guess you didn't mind?" MJ asked between kisses.

Gwen grinned, showing how much she didn't mind by pressing her cock, which was already getting hard again, between MJ's legs. All the while, she continued to play with the redhead's ass, her fingers kneading and massaging. Her heart was racing. Was this really about to happen? The way MJ responded to her touches, with one hand still squeezing MJ's ass and the other rubbing her exposed waist, showed that the older woman was more than happy to keep going and see how far this would be taken. MJ groaned louder at the feeling as their bodies pressed harder against each other, her breasts digging into Gwen's chest and Gwen's cock now pressed against her belly. They moaned into each other's mouths, hands wandering all over each other's bodies.

When they pulled apart, MJ stared at Gwen with dilated pupils. Absolute lust and love in her eyes. ''Tell me what you want to do to me?''

Gwen took a deep breath. ''There are so many things I want to do.''

MJ moaned and ground her body against Gwen's. ''Tell me.''

Trying her best to remain in control of her voice, Gwen licked her lips. ''I want you to get on your hands and knees and pull down your shorts.'' Her head was pounding almost as heavily as her heart. For a moment, she feared that she had overstepped her boundaries.

Instead, MJ smiled, reaching down to stroke Gwen's cock. ''Pussy or ass?''

''I get a choice?'' Gwen squeaked.

MJ couldn't stop herself from giggling at the superhero's cute outburst. ''Well, I hope you fuck both, but you do have to start with one. Unless you have an additional superpower I don't know about?''

Gwen couldn't even find the will to speak anymore, she was so overcome by the nice stimulation of MJ stroking her cock until she was rock hard again. She groaned when she felt MJ's hand leave her, but was left standing frozen when she saw MJ turn around and pull down her jeans. When she was on her hands and knees, Gwen needed a minute just to admire MJ's behind. It was so big and round and perfect. Gwen ached to reach down and spank it, but thought against it. Perhaps another time? She also stared and admired MJ's glistening pussy, soaking wet and yearning to be filled. She figured that she should start off traditionally before indulging in her deeper fantasy of taking Mary Jane's ass.

She kneeled down behind MJ, stroking her cock as she got into position.

''Have you decided?'' MJ questioned, looking over her shoulder and grinning at Gwen while shaking her ass. As if the superhero needed any more tempting.

''Uh...your...your vagina. If that's okay?''

MJ smirked. ''Hmm, let me think about it.'' She edged backwards, telling Gwen without words to hurry up.

Guiding her cock forward, Gwen rested it against MJ's opening. She could already feel the heat and the tightness wrapped around her shaft. Breathing out, Gwen pushed forward and both women moaned at the sensation. Gwen almost came immediately. The feeling was indescribable. So hot and wet and soft. She took her time, slowing pushing in until MJ was used to the feeling and Gwen's huge size. She got a firm grip on the redhead's hips and started to move back and forth, pushing and pulling her cock in and out. Once the feeling had settled, Gwen really started to fuck her.

MJ was feeling on cloud 9. Her arousal was dripping all over Gwen's cock and onto the ground. She was being fucked by the superhero like an animal in heat, and she was loving every second of it. Gwen's strength and speed was perfect for her. Not to hard so that she was overwhelmed and aching, but hard enough for her to feel every thrust and push. She could feel Gwen's cock pulse inside of her.

However, after a moment, Gwen's pounding started to slow and weaken. ''Are you comfortable on the ground?''

MJ looked behind at her. ''Where else can we do it?''

Gwen pointed at the wall behind them. ''Spider powers. Remember?''

With a growing, seductive smile, MJ allowed Gwen to remove herself from her and stood up. She turned around and without any warning, jumped up onto Gwen, wrapping her arms and legs around her. Gwen stagged backwards for a second, her arms slid underneath MJ to hold her. The ladies laughed and shared a quick kiss before Gwen backed up until she hit the wall. Using her legs, she climbed up the wall, leaning on it and seemingly defying gravity. They embraced until they were in a comfortable position.

Gwen then moved her head down until her face was buried between MJ's chest. She angled her hips until she was buried between MJ's thighs and thrust forward until she was inside of MJ once again. The redhead moaned louder, throwing her head back, enjoying the amazing feeling of Gwen fucking her while lying on the wall and kissing along the flesh around her breasts. Gwen started angling for a nipple to suck on and play with, trying to get one through MJ's shirt. Meanwhile, MJ started to ride her, bouncing up and down, sliding along the hard shaft buried inside her. The pleasure was too much for her. The combined feeling of Gwen's cock inside of her and Gwen's mouth sucking on her breasts was enough for her to reach her release as she came hard. She muffled her moan, biting down on Gwen's shoulder as she reached her climax.

She squeezed down around Gwen's cock, her breathing was ragged as she floated in ecstasy.

Gwen's cock was still stiff inside of MJ, so the redhead kept on bouncing, sliding herself up and down, fucking while riding out her orgasm until it was Gwen's turn. The superhero held her tightly as she came inside, moaning against MJ's neck as she pumped thick hot threads of cum inside.

They stayed like that, enjoying the moment while it lasted, listening to the sound of the other's heaving breathing and their beating hearts. They looked in each other's eyes. MJ could feel Gwen soften inside of her until she pulled out. She opened her mouth to moan, and almost instantly, Gwen pressed her lips against MJ's, kissing her. Gwen's tongue pressed against MJ's mouth, sliding in between her lips. MJ moaned, kissing her back.

''Thank you.'' MJ whispered.

''For what?''

''Making me feel whole.''

Gwen smiled. ''I was going to say the same thing.''

MJ smiled brightly against Gwen's lips. ''Face it tiger, we've just hit the jackpot.''

**XXX**

**Did you like this one? I hope that you enjoyed. Tell me what you think, don't be afraid to say what you liked. Did you have a favorite moment or a favorite line? I had so much fun with this one. Spider-verse is such an amazing film. If you have not seen it yet I implore you to please watch it as soon as you can.**

**Now I am busy getting to work on other stories at the moment. If you want to see what's coming next, I'm going to be updating a progress list on my profile page so you can see how far along a new story or chapter is from being complete. Also, I have a brand new poll up on my profile page about the next line of stories you would like to see me write in the future. You get 6 choices to pick from. I'm going to be writing all of them, it just depends on what will be coming first. Tata for now.**

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